Notarial blog and other practical content

Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Barcelona notary Ms. Paz Juárez analyzes Binding Ruling V2051/2025 from the Directorate General of Taxes regarding the notarization of a private sales contract signed 20 years ago, which was never settled, and whose seller passed away a decade ago.

The DGT concludes that, in these cases—since they involve private documents—the statute of limitations for the Tax on Onerous Property Transfers does not begin with the signing of the contract, but rather from the date the document is officially certified. In this specific case, the seller’s death establishes that date, so the tax is considered time-barred. The ruling also clarifies that the statute of limitations for the Property Transfer Tax does not mean that the transaction is subject to Stamp Tax (AJD), since the two taxes are incompatible. The transfer remains subject to the Property Transfer Tax, even though it must be reported as time-barred.

Attached (HERE) is a link to Catalan Law 11/2026, dated July 9, on fiscal, financial, administrative, and public sector measures in Catalonia, which introduces significant changes that directly affect large-scale property owners. Below is a summary of all the key amendments aimed at or having a particular impact on large-scale property owners:

Redefinition and Standardization of the Concept of “Major Shareholder”: The regulation expands, clarifies, and standardizes the criteria and thresholds for qualifying as a major shareholder for various administrative, income-containment, and tax purposes:

• General Thresholds and Properties in High-Demand Areas (ZMT): The requirement remains in effect that an individual must own more than 10 urban residential properties (or more than 1,500 m² of floor area) in Catalonia, or 5 or more urban residential properties if they are located in municipalities designated as Tight Residential Market Zones (ZMT).
• Specific entities: This category explicitly includes financial institutions, their real estate subsidiaries, investment funds, and certain asset management firms.
• Calculation of Co-ownership and Joint Ownership: If a residence has more than one owner, it is sufficient for just one of them to qualify as a “major owner” for the property and its lease to be subject to the obligations applicable to major owners. Shares in a co-ownership are calculated by adding up the total ownership interests equivalent to a single property.

Tax Changes: 20% Property Transfer Tax (ITP / TPO): Regarding the Property Transfer Tax (ITP / TPO):

• Revision of the Tax Definition of “Large Property Owner”: The tax definition is aligned with the ownership of 5 or more properties in high-demand areas (ZMT) or more than 10 properties within a regional jurisdiction.
• Increased Tax Rate (20%): The acquisition or transfer of residential properties is subject to an increased tax rate of 20% when the purchaser is a large property owner or when an entire residential building is transferred.
• Adjustments for Staggered Purchases: The adjustment mechanism has been modified for cases where entire properties are acquired in stages; the taxpayer will have one month from the transfer of the last property to file a supplemental self-assessment using the 20% tax rate.

Preliminary Assessment, Withdrawal, and Registration of Major Shareholders

• Restrictions and Controls on Transfers: The rules governing the Generalitat of Catalonia’s right of first refusal and right of repurchase in the sale of real estate located in Tight Market Areas (ZMT) owned by large property owners organized as legal entities and registered in the Registry of Large Property Owners, as well as in awards resulting from auctions, have been amended.

Rental Regulations, Rent Control, and Anti-Avoidance Measures

• Inclusion of room-by-room rentals and new models: To prevent large property owners or other landlords from resorting to room-by-room rentals, subleases, or atypical contracts (“co-living”) to circumvent the maximum rent cap set by the reference index, Law 11/2026 explicitly prohibits agreements or contractual breakdowns (e.g., separating “rent” from “services”) intended to circumvent rent caps.
• Advertising and Comprehensive Traceability: The large property owner must ensure complete consistency in the listing before publishing the property, explicitly stating their status as a large property owner in the ad, listing, and

Attached (HERE) is a link to Supreme Court Ruling No. 952/2026, dated June 18, in which, the main issue in the case is the resolution of the appeal filed by the buyers of a home against the appellate court’s ruling that declared the sale of a property—allegedly part of the marital estate—null and void ab initio due to the lack of consent from the seller’s ex-wife and a finding of bad faith on the part of the purchasers.

In the case at hand, the seller, who was unmarried at the time, purchased a property in 1999 that was registered in the Property Registry exclusively in his name. In 2004, he married under the community property regime and paid off part of the mortgage during the marriage. Following the divorce in 2014, and while the division of the community property was still pending, the ex-husband sold the property to a third party for consideration in 2018. The ex-wife filed a primary action for annulment (due to lack of her consent and possible misappropriation) and, in the alternative, an action for rescission on the grounds of fraud against creditors. The core of the legal dispute lies in determining whether the transferor’s lack of authority to dispose of the property after the divorce renders the contract void or merely affects the transfer of title, and whether third-party purchasers are protected by the principle of public faith in the registry and the presumption of good faith under Article 34 of the Mortgage Law.

The Supreme Court grants the appeal, overturns the appellate court’s decision, and dismisses the complaint in its entirety (as well as the subsidiary action for rescission). The main rationale is that the seller’s lack of power to dispose of the property does not render the sales contract null and void, since the contractual validity of the sale of a jointly owned property remains intact, affecting only the transfer of title. Since the seller is listed in the Registry as the sole owner with full title and there is no marginal note regarding the possible (partial) community property status of the home (Articles 1354 and 1357(II) of the Civil Code), the buyers are protected by Article 34 of the Mortgage Law. The Supreme Court clarifies that the fact that the deed states the seller’s divorced status does not impose on third parties an obligation to conduct an investigation beyond the registry records, nor does it, by itself, destroy the legal presumption of good faith.

Attached (HERE) is a link to Supreme Court Decision No. 853/2026, which resolves a corporate dispute arising from a capital reduction resolution in a limited liability company (SL), adopted by a majority of 81.81% of the share capital to redeem the shares of a single shareholder, who was reimbursed the value of her contribution through the transfer of real estate and €75,000 in cash. The minority shareholder, holding 15% of the capital, voted against the resolution after unsuccessfully requesting a similar measure for her own shares.

Faced with this situation, this minority shareholder ultimately filed a lawsuit seeking to have the capital reduction declared null and void. Although Barcelona Commercial Court No. 11 initially dismissed the lawsuit, the Barcelona Provincial Court upheld the appeal and declared the resolutions null and void, arguing that Article 329 of the Capital Companies Act (LSC) requires the consent of all the company’s shareholders when a capital reduction with a refund of capital contributions does not affect all shares equally.

After the corresponding appeal was filed, the Supreme Court dismissed it and ruled that, when a capital reduction with a refund of contributions does not affect all shares equally, Article 329 of the Capital Companies Act requires the individual consent of all shareholders, and not just those whose shares are being redeemed. The Chamber interprets this requirement as an expression of the principle of equal treatment among shareholders (Article 97 of the Capital Companies Act) and the pro rata rule (Article 330 of the Capital Companies Act), considering that a transaction of this nature alters the legal and economic position of both the shareholder who leaves the company and those who remain in it. Consequently, the lack of individual consent from the shareholder who voted against the resolution renders the capital reduction resolution null and void.

Attached (HERE) is a link to Supreme Court Ruling No. 997/2026, dated June 23, which addresses a cassation appeal filed by a notary against the appellate court’s ruling that upheld the legality of the negative assessment issued by a property registrar. That assessment had denied the registration of the late-payment interest clause in a residential mortgage loan deed executed with a consumer.

In the case at hand, on June 27, 2019, a mortgage loan deed was authorized, in which a default interest rate was set equal to the contractual interest rate plus two percentage points. The property registrar refused to register the deed, considering it contrary to mandatory provisions, specifically Article 25 of Law 5/2019 on Real Estate Credit Contracts (LCCI) and Article 114 of the Mortgage Law, arguing that the law strictly sets the default interest rate at the contractual interest rate plus three points and does not permit any contrary agreement. The core of the legal dispute lies in determining whether the mandatory nature of Articles 3 and 25 of the LCCI absolutely prohibits any different agreement or whether, on the contrary, it allows for an agreement on a default interest rate lower than the legal limit because it is more beneficial to the consumer.

The Supreme Court grants the appeal, overturns the appellate court’s ruling, and declares the registrar’s negative determination to be contrary to law. The main basis for the decision is that Article 25 of the LCCI establishes a maximum limit to protect consumers against abuse; therefore, the mandatory nature of the provision must be understood as intended to prevent more onerous terms from being imposed by the business. The Court reasons, in accordance with Directive 2014/17/EU, that prohibiting an agreement that improves the borrower’s legal position would be a contradiction that would undermine the very purpose of consumer protection legislation.

Attached (HERE) is a link to Supreme Court Ruling No. 881/2026, dated June 9, which resolves an interesting dispute regarding the effects of the sale of an essential asset of a commercial corporation without the authorization of the general meeting, and the effects this may have on a third-party purchaser acting in good faith.

The case is based on a contract of sale, through which one company transferred its entire real estate portfolio to another (leaving the seller completely stripped of its assets and de facto inactive) for a total price of 19,000 euros, which was withheld by the buyer under the pretext of assuming the debts encumbering the properties, while falsely declaring in the deed that the properties did not constitute essential assets. In response to an action for annulment filed by a minority shareholder, the Provincial Court of Santa Cruz de Tenerife dismissed the action, holding that the buyer should be protected as a bona fide third party under Article 234.2 of the LSC, as there was no evidence that she was aware of the seller’s actual situation, even though her sole director had been a partner of the seller until five years prior to the transaction. The core of the legal dispute therefore centers on determining whether the lack of approval by the shareholders’ meeting to dispose of essential assets under Article 160(f) of the LSC results in the absolute nullity of the transaction, enforceable against any third party, or whether the principle of good faith in commercial transactions under Article 234.2 of the LSC applies by analogy, analyzing the criteria for assessing the purchaser’s good faith and the absence of gross negligence.

Finally, the Supreme Court decides to grant the appeal, set aside the appealed judgment, fully grant the complaint, and declare the sale null and void, with the consequent obligation to return the properties and settle the issue of possession. The Chamber’s doctrinal conclusion establishes that, given the legal gap regarding the effects against third parties of a violation of Article 160(f) of the LSC, Article 234(2) of the LSC is applicable by analogy, such that the lack of approval by the shareholders’ meeting is not enforceable against third parties acting in good faith and without gross negligence. However, in this specific case, the court determines that the circumstances completely preclude the purchaser’s good faith: not only because of the historical ties between its manager and the seller, but also because the transaction involved a total transfer of assets without receiving any actual consideration, given that the alleged “assumption of debts” for the liens on the properties was merely cumulative and did not discharge the debt, as it lacked the consent of the creditors (pursuant to Article 1205 of the Civil Code and Article 118 of the Mortgage Law); hence, in the absence of good faith, the buyer is not protected, and the transfer carried out by the administrator without authority is declared null and void.

Attached (HERE) is a link to a video training session organized by the Notariado Foundation, in which Mr. Pablo Alonso Rocamora, a notary public in Ayora (Valencia), leads an interesting practical notarial training session focused on the notarization of notarial policies via videoconference—a procedure provided for in Article 17.ter of the Notarial Law.

Thus, thanks to this recent development, commercial policies governing a wide range of common transactions—such as loans, credit facilities, factoring, leases, rental agreements, guarantees, and confirmations—can now be signed “online.” This option is becoming increasingly widespread and is the preferred choice of both financial institutions and customers.

For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.

Attached (HERE) is a link to the judgment of the Provincial Court of Seville, No. 209/2026, dated March 27, which resolves a dispute between two commercial companies. The main issue in the case is determining the validity of the resolutions adopted at an extraordinary general meeting of shareholders in the absence of a notary to draw up the minutes, whose mandatory participation had been formally requested by the minority shareholders.

The facts of the case stem from the directors’ call for said meeting, the notice of which was received late by the plaintiff, a minority shareholder, who the following day requested notarial attendance via certified fax pursuant to Article 203.1 of the Capital Companies Act. That request for notarial attendance was formally delivered to and received at the defendant company’s registered office exactly 4 days and 21 hours prior to the time set for the meeting. The crux of the legal dispute therefore lies in determining whether, for the purpose of calculating the statutory five-day notice period, one must consider the date of dispatch or the date of receipt of the request by the directors, and whether it is permissible for that period not to be fully completed.

Finally, the Provincial Court of Seville has decided to grant the appeal filed by the defendant company, overturning the declaration of nullity of the shareholders’ meeting issued at the trial court level and dismissing the complaint in its entirety. The most significant legal conclusion drawn from this ruling is thatthe starting date for calculating the notice period under Article 203.1 of the LSC is necessarily the date on which the directors receive the notice, and a period of five full days must elapse before the legal obligation to request the notary’s services arises. Thus, since there were only three hours remaining before the deadline in this specific case, the request was filed out of time and released the company from that obligation, thereby safeguarding the full validity of the resolutions adopted without the notary’s presence.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust (DGSJFP) dated February 18, 2026, issued in connection with an appeal filed against the refusal of Madrid Property Registry No. 3 to register a deed of mortgage cancellation executed unilaterally by the mortgage debtor himself, who was acting on behalf of the creditor (Banco Santander, S.A.) pursuant to an irrevocable power of attorney subject to conditions precedent.

The factual scenario is based on a special power of cancellation established by the financial institution in favor of identifiable individuals (the debtor or the property owner) subject to the condition precedent that the bank verify full payment of the debt and submit, through the Electronic Notarial Portal, a “zero-balance certificate” signed by an employee of the institution. The registrar suspended the registration, finding that the certificate—which was attached to the deed—did not prove that the signatory held sufficient authority with powers of representation or that the signature had been notarized, thereby requiring compliance with Article 1280.5 of the Civil Code. The crux of the legal dispute therefore lies in determining whether the formal requirements of authenticity and representation under Article 1280.5 of the Civil Code must also be imposed on the issuer of a document that constitutes a mere internal control mechanism and a condition precedent to the power of attorney, or whether, on the contrary, the notary’s assessment of sufficiency—made under the notary’s responsibility—regarding compliance with those objective conditions is sufficient.

Finally, the General Directorate has decided to grant the appeal filed by the notary and to revoke the registrar’s negative ruling. The most significant legal conclusion drawn from this ruling is that the requirement for written form in a public document (Article 1280.5 of the Civil Code) must apply exclusively to the principal power-of-attorney transaction itself and not to supplementary requirements or internal control objectives (such as the zero-balance certificate) freely established by the principal in the exercise of his or her autonomy of will. Thus, the DGSJFP establishes that the submission of said certificate via the Notarial Electronic Portal constitutes an internal act and a factual prerequisite for the suspensive condition, the fulfillment of which must be assessed exclusively and under the responsibility of the authorizing notary; the registrar may not review or overturn said assessment of sufficiency unless there is a clear and evident error.

Attached (HERE) is a link to Supreme Court Ruling No. 849/2026, dated June 3, 2026, which resolves a dispute regarding a negative assessment by the Property Registry in the context of a deed of partition of an estate, in which the right of transfer is at issue.

The case is based on the death of a mother (the first decedent), whose assets were to be inherited by her children. However, one of them subsequently died without having accepted or renounced the inheritance (the transmitting heir), leaving behind a widow entitled to the statutory usufruct share. The surviving siblings (transmission heirs) divided their mother’s estate without the involvement of their brother’s widow, arguing that the first decedent’s assets were never incorporated into the deceased’s estate because he had not accepted the inheritance. The core of the legal dispute lies in defining howthe “ius transmissionis” (Art. 1006 of the Civil Code) operates, that is, whether the transferees inherit directly from the first decedent independently (theory of direct acquisition) or whether they do so through the estate of the transferor (classical theory or theory of double transmission), which would require including those assets in the calculation of the widowed spouse’s statutory share and necessitate her participation in the partition.

Finally, the Supreme Court decided to grant the appeal and thereby return to the classical theory of double transmission, establishing that*elius delationis* passes to the heirs precisely by virtue of their status as successors of the transferor, becoming part of their estate. Consequently, it determines that, in calculating the statutory share of the transferor’s widow, it is mandatory to include the assets that belonged to her late husband in the estate of the first decedent, making her participation in said estate distribution indispensable. This must be taken into account in such cases, both in terms of succession and the resulting tax implications.

Attached (HERE) is a link to the Notarial Association of Catalonia’s “Flash Fiscal Virtual,” in which Mr. Juan Galdón, a notary in Esplugues de Llobregat, analyzes Binding Ruling 568/2025 issued by the Directorate General of Taxes regarding the acquisition of corporate shares by a major shareholder.

The DGT notes that the transfer of corporate shares is generally exempt from ITP. However, when the transaction is used to avoid taxation on a real estate transfer and is subject to tax under Article 338 of the Securities Market Law, the increased rate of 20% applicable in Catalonia to large shareholders may be applied.

The ruling confirms that, provided the legal requirements are met, the acquisition of company shares may also be subject to a 20% capital gains tax.

Attached (HERE) is a link to the Order of the Provincial Court of Logroño (1st Section) No. 78/2026, dated March 2 (ROJ AAP LO 110/2026), issued in an appeal against an order dismissing a complaint. The ruling concerns a claim for the judicial division of an estate and compliance with the procedural requirement that appropriate dispute resolution mechanisms (MASC) be exhausted beforehand.

The proceedings began with a petition for judicial division of an estate, which was dismissed at the trial court level because the parties failed to demonstrate a prior attempt at negotiation—a requirement established following the entry into force of Organic Law 1/2025. The plaintiff appealed, arguing that negotiation had taken place (a notarial noticeof “de interpellatio in iure” that included a warning of legal action pursuant to Article 1005 of the Civil Code and subsequent contacts between attorneys), but the court of first instance found that such an attempt had not been sufficiently substantiated. The Provincial Court upheld this ruling, emphasizing that the prior notarial demand (for acceptance or renunciation of the inheritance) does not constitute an attempt at dispute resolution and that there is no documentary evidence of the defendant’s existence or actual participation in negotiations. The Provincial Court dismisses the appeal and upholds the dismissal of the complaint, finding that the procedural requirement to demonstrate a prior attempt at alternative dispute resolution (MASC) in accordance with Organic Law 1/2025 has not been met. The court requires a minimum level of documentary evidence demonstrating that negotiations took place (or that there was an actual attempt to negotiate) and that the other party received such communication; a mere allegation of conversations or actions not aimed at resolving the dispute is insufficient.

Points to keep in mind when advising clients on estate planning and notarial MASC matters.

Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 666/2026, dated May 4 (ROJ STS 1964/2026), handed down in an extraordinary appeal for procedural violation and a cassation appeal, concerning liability for construction defects and a lawsuit filed by a homeowners’ association against the developer-seller.

A homeowners’ association filed a lawsuit against the developer, seeking either the repair of construction defects in the building or, alternatively, reimbursement for the cost of such repairs. The Court of First Instance granted the claim, ordering the developer to pay the cost of repairs, and the Provincial Court of Alicante upheld the judgment in its entirety, rejecting the developer’s arguments regarding abuse of process, lack of standing, and the statute of limitations, and finding that the homeowners’ association had standing to sue and the developer had standing to be sued by virtue of its status as seller and developer.

The Supreme Court dismisses both appeals and upholds the appealed judgment, ruling that the developer-seller is contractually liable for construction defects regardless of their severity, and that there is no circumvention of the law in bringing a contractual action rather than specific actions (hidden defects or the LOE). Furthermore, it rejects the argument that the principle of the relativity of contracts precludes claims against successive purchasers or the homeowners’ association. Key point: the developer’s contractual liability for construction defects is compatible with other liability regimes, may be asserted without being limited to “aliud pro alio” scenarios, and is not precluded by the fact that the claimants are not the original purchasers.

Attached (HERE) is a link to the Supreme Court ruling (Civil Chamber, Section 1) No. 701/2026, dated May 7 (ROJ STS 2086/2026), issued in a cassation appeal against a ruling by the Provincial Court of Granada. The ruling addresses a claim for damages between co-heirs arising from the exclusive use of an inherited asset prior to its partition.

The case stems from an undivided estate in which one of the co-heirs (a widow) occupied the inherited residence exclusively for years. The decedent’s daughters filed a claim in their own names for compensation equivalent to the rental income they could have earned from renting out the property. The Court of First Instance dismissed the claim on the grounds of lack of standing, holding that the action should have been brought on behalf of the community of heirs and not in an individual capacity. The Provincial Court of Granada upheld the decision, adding that Article 1063 of the Civil Code provides for the adjustment of fruits and proceeds among co-heirs at the time of partition; therefore, the claim was not admissible in a separate declaratory proceeding.

The Supreme Court dismisses the appeal and upholds the plaintiffs’ lack of standing to sue, affirming that, as long as the estate remains undivided, the co-heirs cannot claim in their own names any fruits, income, or damages derived from the assets of the estate, since such proceeds form part of the estate and must be resolved during the partition (Art. 1063 of the Civil Code). The Chamber emphasizes the difference between the community of heirs and an ordinary community and rejects the application of case law pertaining to the latter. Key point: During the period of undivided inheritance, any profits, fruits, or compensation linked to the assets of the estate belong to the community of heirs and may only be claimed for its benefit—typically during the partition process—not by individual co-heirs.

Attached (HERE) is a link to the Supreme Court ruling (Contentious-Administrative Chamber, Section 2) No. 617/2026, dated May 18 (ROJ STS 2211/2026), rendered in a contentious-administrative appeal filed against a judgment of the High Court of Justice of the Balearic Islands regarding the Stamp Tax (IAJD), in relation to the tax base of a deed declaring new construction.

The dispute stems from a provisional IAJD assessment issued following a deed of declaration of new construction executed decades after the construction took place (work completed in 1962 and documented in 2014). The regional government updated the tax base by applying higher valuation criteria, while the taxpayer argued that the historical construction cost should be used. The Regional Tax Court of the Balearic Islands (TEAR) upheld the taxpayer’s claim, annulling the assessment, and the High Court of Justice of the Balearic Islands (TSJ) dismissed the government’s appeal, affirming—in accordance with Supreme Court case law—that the tax base for the IAJD in such cases is the actual construction cost of the work, not its current or market value.

The Supreme Court dismisses the appeal and upholds the lower court’s ruling, establishing as legal doctrine that the tax base for the IAJD on deeds for new construction is the actual value of the material cost of the construction work, without the application of monetary adjustment coefficients, even if many years have elapsed between the construction and the accrual of the tax. The Chamber bases its decision on the principle of tax legality and on the interpretation of Article 70 of the Tax Regulation, which refers exclusively to the “cost of the construction,” excluding any adjustment or reference to market value. Key point: the concept of “actual cost” for IAJD purposes is a historical and objective figure that cannot be adjusted and cannot be converted into an adjusted value without express legal authorization.

Attached (HERE) is a link to Resolution JUS/1734/2026, dated May 11, issued by the General Directorate of Law, Legal Entities, and Appropriate Conflict Management of the Generalitat de Catalunya, in the context of an administrative appeal against a negative registry ruling. The resolution concerns a public deed of sale for an undivided half (50 %) of a residential property, authenticated by a notary and registered in Barcelona Property Registry No. 18.

The scenario involves the sale by a company (a major shareholder) of a 50 % undivided share in a rented residence located in Barcelona, with the transferor retaining ownership of the other 50 %. The deed did not include proof that the Catalan Housing Agency had waived or chosen not to exercise its right of first refusal, nor did it contain any other evidence regarding the government’s preemptive purchase rights. Consequently, the registrar denied registration, considering that such a prior waiver was required under Decree-Law 2/2025, as the transfer was carried out by a major property owner in an area with a tight residential housing market, and understanding that even the transfer of an undivided share is subject to the rights of first refusal and preemption.

The Directorate General grants the appeal and revokes the negative ruling, concluding that neither prior notification nor a waiver by the Administration is required when only an undivided share is transferred, rather than the entire property or the transferor’s entire share. It bases this decision on a literal and restrictive interpretation of the regulation—which refers to the “transfer of any dwelling,” but in the context of a full transfer—and on the inappropriateness of extending limitations on the right of disposal by analogy. Furthermore, it distinguishes this case from precedents in which 100% of the transferor’s ownership interest was indeed transferred, and asserts that, although risks of circumvention of the law through successive partial transfers might arise, this does not justify imposing requirements not expressly provided for by current regulations.

Attached (HERE) is a link to a video training session presented by the Notariado Foundation, in which Mr. Manuel Lora-Tamayo Villacieros, a notary in Madrid and delegate of the Aequita Foundation, delivers a very interesting presentation on the impact on notarial practice following the entry into force of the new regulations applicable to these institutions, with special reference to the various support mechanisms that can be utilized, the specific considerations to keep in mind when executing public instruments, as well as certain issues related to probate proceedings that must be taken into account.

For your review and study, given its practical applicability in the day-to-day operations of a notary’s office.

Attached (HERE) is a link to the Resolution of the General Directorate of Law, Legal Entities, and Mediation of Catalonia dated May 13, 2026, which rules on the appeal filed against the decision of the Terrassa Property Registrar No. 2, who suspended the registration of two deeds of acceptance and allocation of an inheritance. The deeds documented, on the one hand, the acceptance of the inheritance by a person with a disability who had died intestate and, on the other hand, the acceptance by right of transmission of the share of the inheritance to which the person was entitled from their father, whose will had provided for a substitute bequest in favor of an association dedicated to the care of people with disabilities.

The factual scenario centers on the validity of an exemplary substitution clause ordered in 1989 by the decedent’s father. Following the testator’s death without descendants or a spouse, his siblings were declared intestate heirs because the notary who executed the will deemed that the exemplary substitution clause had become ineffective, given the existence of descendants of the testator who had established the will, in accordance with the regulations in force at the time the will was executed. The registrar suspended the registration for two reasons: first, because the General Registry of Last Wills and Testaments contained a provision of last will and testament under the heading “other forms” that had not been submitted; and, second, because she considered that the alleged ineffectiveness of the exemplary substitution and the consequent opening of intestate succession could not be determined extrajudicially but required a judicial ruling, given the existence of an express bequest in favor of an association.

The Directorate General partially grants the appeal. It overturns the first ground for appeal, concluding that the reference to “other forms” in the General Registry of Last Wills and Testaments corresponds precisely to the substitution of the original document ordered in the father’s will; therefore, there was no other disposition mortis causa pending submission. However, it upholds the second objection, holding that the ineffectiveness of the exemplary substitution cannot be asserted outright. It reasons that, although the will was executed while the Catalan Compilation was in force, the second transitional provision of Book Four of the Civil Code of Catalonia allows for the validity of prior dispositions that materially conform to current regulations to be maintained. Consequently, the bequest in favor of the association could be valid if the requirements set forth in Article 425-12 of the Civil Code of Catalonia are met—a point that had not been proven nor could it have been refuted by the entity designated as heir. For this reason, the General Directorate considers that the matter cannot be resolved through the registry and that, should there be a dispute regarding the validity of the exemplary substitution, it must be settled by a judicial authority.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 19, 2026, which rules on the appeal filed against the decision of the Madrid Commercial Registry II, which suspended the registration of a deed formalizing corporate resolutions to amend the articles of incorporation of a limited liability company. The deed documented the resolutions adopted by the general meeting to expand the corporate purpose by incorporating activities related to the operation of franchises and, as a result, to amend the article of the articles of incorporation relating to the corporate purpose.

The company argued that the approved amendment constituted a mere elaboration or specification of activities already included in the corporate purpose, and therefore did not give rise to any right of withdrawal in favor of the dissenting shareholders. However, the registrar suspended the registration because the deed did not include the statements required in cases where an amendment to the corporate purpose may give rise to the right of withdrawal provided for in Articles 346 et seq. of the Capital Companies Act. In particular, the registrar held that it must be demonstrated that no shareholder had exercised that right or, if applicable, that the legally prescribed procedures regarding the withdrawing shareholders had been followed.

The Directorate General dismisses the appeal and upholds the classification. It notes that the right to withdraw arises when the amendment to the corporate purpose is substantial in nature—that is, when it significantly alters the circumstances that led to the member’s admission to the corporation. Applying this doctrine to the specific case, it concludes that the franchise activity cannot be considered a mere manifestation of the statutory activity consisting of providing advice on the design and setup of restaurant premises, since franchising constitutes a legally and economically distinct activity, characterized by the assignment of industrial or intellectual property rights, the transfer of know-how, and the ongoing provision of technical and commercial assistance. Therefore, the expansion of the corporate purpose constitutes a substantial modification that may give rise to the right of dissenting partners to withdraw, and compliance with the documentary requirements established by corporate and registry legislation is essential for its registration.

Attached (HERE) is a link to the Resolution of the General Directorate of Legal Security and Public Trust dated February 18, 2026, which rules on the appeal filed against the decision of Madrid Commercial Registry No. IV, which suspended the registration of a deed formalizing corporate resolutions regarding the dissolution, liquidation, and termination of a corporation. At the general meeting, the final liquidation balance sheet, the report on liquidation operations, and a plan for the division of the company’s assets—through the allocation to shareholders of lots consisting of cash and real estate—were approved, as well as an amendment to the articles of incorporation related to the liquidation phase.

The case involves a company in liquidation whose resolutions were adopted with the favorable vote of shareholders holding 60% of the share capital, with one dissenting shareholder and another absent. The registrar denied the registration on the grounds that, first, the liquidation was structured through the distribution of mixed lots of cash and assets without the unanimous consent of all shareholders, as required by Article 393 of the Corporation Law for receiving a liquidation share in kind. Furthermore, she noted that the deed did not contain the legally required statement confirming that the liquidation share had been paid to the partners or that the amount had been deposited, nor did it record the payment or deposit of the corporate creditors’ claims.

The Directorate General dismisses the appeal in its entirety and upholds the assessment notice. It notes that, once liquidation proceedings have been concluded, a partner’s right to a share of the liquidation proceeds is ordinarily satisfied in cash, and that the unanimous consent of all partners is required to substitute that payment with the allocation of specific assets. Therefore, it considers the distribution agreed upon by a majority vote—consisting of mixed lots of cash and real property—to be contrary to Article 393 of the Capital Companies Act. It also upholds the second ground for invalidity because the deed lacks the statement required by Article 395 of the same law regarding the payment or deposit of the liquidation share.

Attached (HERE) is a link to a news article stating that, as part of the agreement for the approval of Catalonia’s regional budget, a reform of Catalan urban planning legislation will soon be proposed to prohibit the “speculative purchase” of real estate in high-demand areas of the region.

Thus, if this measure is implemented, it is projected that individuals and legal entities will see their ability to purchase real estate for investment purposes severely limited.

We will be closely monitoring this measure and its final incorporation into the text of the law, as it could have a significant impact on the Catalan real estate market and the types of real estate transactions processed at notary offices. According to various media reports, the measure could be approved within a few weeks.

Attached (HERE) is a link to the online training session conducted by the Notarial Association of Catalonia, in which the Notary of Esplugues de Llobregat, Mr. Jose Vicente Galdon Garrido, delivers a very interesting session on the tax aspects of the “large holder” concept. This training is designed to delve into technical issues of particular practical tax relevance for notaries, with particular attention to the most recent administrative and jurisprudential criteria.

For review and study by all staff members, so that they may provide the best possible legal and tax advice on all real estate transactions handled by the firm.

Attached (HERE) is a link to the resolution of the Directorate General for Legal Security and Public Trust dated December 30, 2025, regarding an appeal against the negative ruling by the Vera Property Registrar on the registration of a deed of payment in kind executed during the bankruptcy liquidation phase. The case stems from a situation in which a company filed a public deed with the Property Registry whereby the insolvency administrators made a transfer in lieu of payment of certain properties within the framework of insolvency proceedings before the Commercial Court No. 1 of Almería. The insolvency proceedings had a liquidation plan that was judicially approved in 2015.

After the document was submitted for registration, the Registrar rejected it and suspended the registration, on the grounds that the transfer in lieu of payment did not comply with the approved liquidation plan and that, therefore, specific judicial authorization was required, since the plan allowed for a direct sale only within a maximum period of one year from its approval, whereas the transfer in lieu of payment was granted in 2025.

After the corresponding appeal was filed, the Directorate General upheld it and revoked the negative ruling. The central argument of the decision is that the registrar may verify the existence of judicial authorization to carry out acts of bankruptcy liquidation, but may not extend its ruling to complex legal interpretations regarding the substantive or temporal compliance with the liquidation plan when this involves assessments that fall within the purview of the bankruptcy judge. In particular, it considers it excessive for the registrar to interpret the scope of the plan’s time limit and conclude on his own that the transaction required additional judicial authorization. This is an interesting ruling for properly addressing the transfer of assets of companies in bankruptcy proceedings.

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust dated December 29, 2025, issued in an appeal against the negative ruling by the Cullera Property Registrar regarding the registration of an international inheritance subject to Regulation (EU) No. 650/2012 on succession. The case stems from a situation in which a deed of declaration and distribution of an international inheritance, authorized by a Spanish notary, was filed with the Cullera Property Registry regarding a decedent of Belgian nationality who died in Belgium. The deed was based on a Belgian notarial document called “Attest van Erfopvolging” (certificate or declaration of inheritance), translated and apostilled, which identified the decedent and his heirs; referred to a holographic will; and described a marital agreement under which the joint estate was to go to the surviving spouse. The decedent’s children had renounced their inheritance rights through deeds executed before Spanish consulates in Sydney and Brussels. The registration sought to transfer a property located in Cullera to the widow.

Once the document was submitted for registration, the Registrar suspended the process due to several defects related to insufficient evidence regarding foreign law and the applicable succession regime. Primarily, these defects included the lack of a clear determination of the law applicable to the succession (the Registrar found that it was not adequately established which legislation governed the succession under Regulation (EU) No. 650/2012, nor whether there was a possible “professio iuris” or choice of law by the decedent), insufficient evidence of foreign law (she noted that the content and validity of Belgian law were not sufficiently substantiated), and doubts regarding the validity of the Belgian certificate of succession as well as the matrimonial property regime and statutory shares.

Following the filing of the corresponding appeal, the Directorate General essentially upholds the Registrar’s decision. The central argument of the ruling is that, in international successions subject to Regulation (EU) No. 650/2012, the Spanish notary must make a genuine legal assessment of the applicable foreign law and of the substantive and formal validity of foreign probate documents. Thus, in this case, the Directorate General considers the deed insufficient because it does not contain a complete certification of Belgian law, nor a clear notarial judgment regarding the applicable law, the validity of the Belgian certificate of succession, the liquidation of the matrimonial property regime, and the succession effects of the children’s renunciation.

In this case, the Directorate General thus reminds us of the complexity of this type of succession, as well as the obligation of Spanish notaries to properly verify the content and validity of foreign law, either based on their own knowledge or through the mechanisms provided for in Article 36 of the Mortgage Regulations.

Attached (HERE) is a link to a press release from the CGPJ detailing the content of Supreme Court Ruling No. 620/2026, which resolved the challenge to Royal Decree 1312/2024, which established the so-called Single Registry of Short-Term Leases for housing offered through digital platforms. The Valencian Regional Government challenged this regulation, arguing that the State had exceeded its authority by imposing a national registration system that interfered with existing regional registries for tourist housing.

The crux of the ruling centers on determining whether the State had sufficient legal authority to establish this mandatory national registry. The Supreme Court concludes that there is no constitutional basis for such comprehensive regulation. It rejects, first, the argument that it can be justified under the state’s authority over civil legislation and the organization of public registries under Article 149.1.8 of the Spanish Constitution, since the purpose of the registry created is not to register contracts or real rights with third-party effects, but solely to enable the marketing of real estate on digital platforms. Likewise, it rules out that it can be justified under the powers regarding fundamental equality or economic planning, because the system designed goes beyond mere coordination and entails the creation of a state registry that supersedes the regional ones.

Consequently, the Supreme Court has declared the provisions regarding the Single Lease Registry null and void, on the grounds that they encroach upon regional powers. However, it has upheld the provisions regarding the digital one-stop shop and the data reporting obligations of platforms, finding that these do indeed serve legitimate functions of economic and statistical coordination at the national level. The ruling thus reaffirms the limits of the State’s jurisdiction and protects the regulatory authority of the autonomous communities regarding tourist rentals.

Attached (HERE) is a link to the Resolution of January 13, 2026, issued by the General Directorate of Legal Security and Public Trust, regarding the appeal filed against the refusal of the Elche Property Registrar No. 3 to register a deed of sale for a property subject to a trust substitution. The case stems from a public deed of sale, whereby a person sells a property that they had previously acquired through an inheritance. Specifically, the property had been bequeathed by the seller’s mother in a 1992 will, in which the property was assigned to the son as a fiduciary legatee, and it was established that, upon her death, the property would pass to certain nephews and grandchildren of the testator as trustees. In addition, the will contained a clause stating that the property “may not be sold, encumbered, or transferred for valuable consideration until thirty years have elapsed from the date of the will.” However, the seller understood that, once those thirty years had passed, the restriction would cease to apply and he could freely dispose of the property.

Once the document was submitted for registration, the registrar suspended the registration because she considered that an ordinary fiduciary substitution with a retention obligation was involved, without any power of disposition expressly granted to the fiduciary. Therefore, she concluded that the seller lacked the authority to transfer the property. Thus, in the registrar’s view, the will clearly reveals the existence of a double successive call, such that the obligation to preserve forms part of the natural content of the fiduciary substitution, leading to the conclusion that the fact of establishing a prohibition on disposition for thirty years does not automatically imply that, upon the expiration of that period, the trustee is authorized to sell freely.

After the corresponding appeal was filed, the Directorate General dismissed it and upheld the assessment, finding that the will does not expressly or unequivocally indicate that the testator intended to grant the trustee a general power of disposition after thirty years had elapsed. According to the Directorate General, the testamentary clause only establishes that the property cannot be sold for thirty years, but does not allow for the inference that, after that period, the obligation to preserve the property inherent in an ordinary trust substitution ceases to exist. To permit free disposition, an express authorization or one clearly inferable from the will would have been necessary. Therefore, it concludes that the trustee could not validly transfer the property and upholds the registry’s refusal to register the sale.

Attached (HERE) is a link to the ruling handed down by the Provincial Court of Huesca on March 25, 2026, which addresses the importance of respecting the rights of minority shareholders when the presence of a notary is requested at a general meeting. The factual scenario stems from a case in which a shareholder of an SL challenged the resolutions adopted at the company’s general meeting, alleging that she had requested, within the prescribed time limit, the presence of a notary to draw up the minutes of the meeting, in accordance with Article 203 of the Capital Companies Act (LSC), but the company held the meeting without such notarial intervention. The defendant argued on appeal that it had no actual knowledge of the notarial request sent by certified fax. However, it was established that the certified fax was sent correctly, that SMS notifications were sent, and that the company failed to act with due diligence by not retrieving it before the meeting was held.

The Provincial Court, ruling in favor of the minority shareholder, that is, declaring the corporate resolutions adopted at the meeting null and void, based its decision primarily on Article 203 of the Limited Liability Companies Act (LSC), which provides that when shareholders representing at least 5% of the capital in a limited liability company request the presence of a notary five days in advance, corporate resolutions shall only be effective if recorded in a notarial deed.

This is an interesting case that serves as a reminder of this option, which is highly recommended for companies in conflict, as the presence of a notary at the general meeting will ensure that all facts, resolutions, and comments discussed there are accurately and unambiguously recorded, thereby serving as reliable evidence and protecting the rights of minority shareholders.

Attached (HERE) is a link to Resolution of December 30, 2025, issued by the General Directorate of Legal Security and Public Trust, regarding an appeal against the negative ruling by the San Fernando Property Registrar No. 1 concerning a request to change the NIE to a NIF in the Property Registry after acquiring Spanish nationality. The case stems from a situation in which a private application was filed with the Property Registry requesting the change of the registered owner’s foreigner identification number (NIE) to their new tax identification number (NIF), having acquired Spanish nationality through residence. The application was accompanied by the decision granting nationality and a certificate of conformity issued by the General Directorate of Police.

Once the document was submitted, the Registrar suspended the registration because he considered that the acquisition of Spanish nationality had not been sufficiently proven, as the corresponding entry in the Civil Registry had not been provided. He understood that a change in nationality affects marital status and the applicable personal law, with potential consequences for the legal capacity and capacity to dispose of property of the registered holder. Therefore, he required formal proof of the registration of nationality, in addition to the police clearance certificate.

After the relevant appeal was filed, the Directorate General upheld it, deeming the certificate of correspondence issued by the National Police sufficient proof that the old NIE and the new DNI/NIF belong to the same person. This is an interesting and increasingly common scenario that should be taken into account when advising our foreign clients.

Attached (HERE) is a link to an interesting online training session, hosted by the Notariado Foundation, in which the Notary of Ayora (Valencia), Mr. Pablo Alonso Rocamora, leads a practical training session reviewing all the changes introduced into the Spanish legal system by Law 11/2023.

The session focuses primarily on electronic protocols, certified copies via CSV, as well as notarial certification and authorization via videoconference. Also attached (HERE) a link to the presentation used in the session, for further information.

For careful review and study, as it contains practical information on how to approach and implement these types of grants, which are so important for the present and future of the notarial profession.

Attached (HERE) is a link to the Resolution of January 16, 2026, issued by the Directorate General for Legal Security and Public Trust, regarding an appeal filed against the refusal of the Oviedo Property Registrar No. 3 to cancel a resolutory condition included in a deed of sale. The case stems from a public deed of sale submitted for registration, which includes an electronic certified copy of a prior deed canceling a resolutory condition. In clause five of the new deed of sale, the parties request that the aforementioned prior resolutory condition be canceled, and to achieve this, the notary incorporates an electronic certified copy of a prior deed, executed on January 31, 2025, whereby the parties involved consent to the cancellation of the resolutory condition.  

When submitted for registration, the registrar denies the request and suspends the cancellation, primarily because she considers that the deed of cancellation was not filed separately; since this is a document independent of the deed of sale, it must be filed separately and generate its own entry in the registry. Likewise, the registrar indicates that it will be necessary to specify the specific reason for the cancellation, as this has not been detailed (fulfillment of obligations, waiver, or other legal cause).

The Directorate General dismisses the appeal and upholds the registrar’s classification, finding that the deed of cancellation of the resolutory condition constitutes a formal title that is autonomous and independent from the deed of sale; thus, although both are economically related and pertain to the same properties, the cancellation stems from a separate legal transaction and cannot be classified as a supplementary document to the sale. Therefore, it must be filed separately with the Registry, with its own application and independent entry, in accordance with Article 245 of the Mortgage Law and Article 421 of the Mortgage Regulations.

Attached (HERE) is a link to Supreme Court Ruling No. 440/2026, dated March 20, in which the High Court analyzes, for the first time, the legal regime governing non-voting shares in a limited liability company (SL), clarifying the point at which such shares are deemed to regain voting rights in the event that the company does not distribute dividends.

The case involves a limited liability company (SL) with three partners, in which the share capital was divided into three equal parts (one-third each), comprising 300 shares. One of the partners became the holder of 100 non-voting shares as a result of an amendment to the articles of incorporation unanimously approved in 2018. A year later (2019), at a general meeting, the sale of a core asset was approved, with two of the three partners voting in favor (one of whom was the holder of those non-voting shares) and one against, which led to the conflict, since the shareholder holding those non-voting shares was permitted to vote at that meeting, and his vote was decisive for the approval of the resolution.

The case is brought before the courts by the shareholder who voted against the resolution. Ultimately, the matter is referred to the Supreme Court, which is responsible for interpreting Article 99.3 of the Spanish Companies Act (LSC) and determining whether a shareholder without voting rights automatically regains those rights as a result of not having received the minimum dividend provided for by law in such situations. In this regard, the Supreme Court ultimately ruled that, in such cases, the minimum dividend may be deemed not to have been paid (and thus the shares regain voting rights) when both the fiscal year and the ordinary process for approving the financial statements have concluded, such that it can be established that there were no distributable profits. Alternatively, the legal deadline for holding the ordinary meeting must have expired without the meeting having been held or the financial statements having been approved. Applying this interpretation to the case, the Supreme Court concludes that in March 2019, the meeting to approve the 2018 financial statements had not yet been held, nor had the statutory deadline for doing so elapsed; consequently, the exception under Article 99.3 of the LSC could not be deemed to have been triggered, and the company holding the non-voting shares should not have voted at the meeting on March 6, 2019.

This is an important ruling for correctly understanding the point in time at which, if applicable, these non-voting shares regain their entitlement in the event that the minimum dividend required by the LSC for such cases is not distributed.

Attached (HERE) is a link to Supreme Court Ruling No. 377/2026 dated March 1, which addresses an interesting case regarding how ownership of real property should be distributed in the context of a divorce between spouses married under the community property regime.

The case is based on the scenario in which a man, prior to getting married, purchases a home and takes out a loan to do so. Two years later, he marries his wife, and that home becomes the family residence, so the loan is paid off using the couple’s joint funds. Many years later, the couple divorces, and a dispute arises over who owns the property.

The Supreme Court resolves the dispute by applying Articles 1354 and 1357 of the Civil Code, establishing that when an asset (in this case, the family home) is acquired with funds from different sources (partly separate property and partly community property), ownership is held in undivided co-ownership by the individual and the community of property in proportion to the value of their respective contributions. Thus, in these cases, it will be necessary to calculate what was paid before the wedding and what was paid afterward with joint funds, in order to determine the corresponding percentages; in such cases, it is essential to retain the relevant payment receipts (such as bank statements) to prove the payments made at each stage.

Attached (HERE) is a link to Supreme Court Ruling No. 404/2026, dated April 6, which establishes a significant and troubling legal principle regarding the subsidiary liability of a property for the tax debts of its previous owners.

The case is based on a scenario in which a person purchases a property that, at the time of purchase, is subject to a marginal note regarding the seller’s inheritance tax liability. More than five years later—that is, once the marginal note has expired—and given the principal debtor’s default, the Spanish Tax Agency (AEAT) initiates a procedure for subsidiary tax liability against the buyer who acquired the property, within the period of liability, for the payment of tax debts.

The Supreme Court (Third Chamber for Contentious-Administrative Matters) holds that it is appropriate to initiate proceedings for subsidiary liability with respect to property or a right legally encumbered for the payment of a tax debt even if five years have elapsed since the entry of the marginal note of legal encumbrance on said property, provided that the third party acquired the property within that period and the principal debtor was subsequently declared bankrupt. In the Supreme Court’s view, the encumbrance provided for in Article 79 of the General Tax Law constitutes a statutory security interest, the validity of which is not limited by the registration expiration established in Article 100.4 of the Real Estate Registry Regulations, as this affects only the registration and its enforceability against third parties, but does not extinguish the legal encumbrance; thus, the assessment of the status of a protected third-party mortgagee must refer to the time of acquisition, so that a purchaser acquiring the property while the encumbrance is in force is not protected by Article 34 of the Mortgage Law (LH). Finally, the Supreme Court also determines that the exercise of the action for subrogation is governed by the specific regime of subsidiary liability established in Art. 43.1.d) LGT, whose starting point is the declaration of bankruptcy (Arts. 174, 176, and 67.2 LGT), without the expiration of the marginal note conditioning or limiting such exercise.

This is a very important ruling to keep in mind when providing ongoing and comprehensive advice to our clients as they finalize real estate transactions.

Attached (HERE) is a link to a recent report by the AEAT’s Advisory Commission on conflicts in the application of tax regulations, published in February 2026, which addresses the personal income tax treatment of a partner who sells their shares in a family business to the company itself, so that the company may then proceed to formalize a capital reduction through the redemption of those shares.

The case is based on a scenario in which, within the context of a family business, one of the partners sells his shares to the company itself, so that the company can then proceed to carry out a capital reduction by writing off the shares acquired from that partner. This partner, in their income tax return for the corresponding year, reported the transaction as a capital gain, which allowed them to claim tax benefits (specifically, the tax reduction coefficients for assets acquired before 1994).

Some time later, the taxpayer is subject to a tax audit, during which the tax authorities determine that the transaction was not taxed correctly. In the AEAT’s view, the transaction should be taxed as capital gains, since the sequence of events effectively amounts to a capital reduction with a refund of contributions—a procedure that does not qualify for the aforementioned tax benefit. The Advisory Commission’s report supports this interpretation, holding that lawful corporate structures cannot be artificially used to improperly claim a tax benefit. This should be taken into account when providing comprehensive advice to our clients regarding this type of transaction.

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust dated October 7, 2025 (Official State Gazette of January 21, 2026), which rules on an appeal filed against the assessment note issued by the 9th Commercial Registrar of Madrid, suspending the registration of a public deed of incorporation of an SL.

The case stems from the incorporation of a limited liability company (SL) whose corporate purpose includes, among other activities, “other activities ancillary to financial services, except for insurance and pension funds.” Upon submission for registration, the deed was rejected by the Registrar because, given the broad terms in which this activity is described in Article 2 of the Articles of Incorporation (a literal transcription of the CNAE), it may fall under one of the scenarios provided for in Article 125 of Law 6/2023 of March 17 on the Securities Market, pertaining to investment services firms (these firms are subject to a series of special requirements that are not met in this case).

After the corresponding appeal was filed, the DG upheld the assessment, noting that the activity referred to in the appeal is clearly included among those subject to special requirements under the Securities Market Act; therefore, it may only be included in the corporate purpose if the company complies with the requirements of this special legislation. This should be taken into account when correctly defining the corporate activities of newly incorporated companies.

Attached (HERE) is a link to Supreme Court Ruling No. 802/2026, dated February 25, which addresses an interesting case that serves as a reminder of the rules governing capital reduction with the return of contributions to shareholders, as well as the options available to creditors who object to the transaction.

The case is based on a scenario in which a corporation transfers several properties to certain shareholders in accordance with a resolution to reduce share capital, through the acquisition of treasury stock for redemption and the return of capital contributions to shareholders via the transfer of assets. The resolution was duly published to notify creditors so that, if applicable, they could exercise their right to object, which did not occur. Many years later, the company becomes insolvent, and a creditor then attempts to set aside the transaction on the grounds of alleged fraud against creditors, as well as defects in the general meeting and a violation of the Spanish Companies Act (LSC) regarding capital reduction.

In an interesting ruling, the Supreme Court held that commercial law already provides for a procedure to protect creditors (the right of opposition), which must be exercised within a specified time limit; thus, if this is not done, the opportunity to challenge the resolution is lost. Likewise, the Supreme Court determines that the creditor lacks standing to challenge formal defects in the shareholders’ meeting and that, furthermore, capital reduction transactions through the acquisition of treasury shares and subsequent refund of capital contributions are fully valid, provided that the legal requirements regarding procedure and disclosure are met.

Attached (HERE) is a link to a very interesting joint report by the Catalan Directorate General of Taxes and the Regional Housing Agency in response to a series of inquiries raised by the Notarial Association of Catalonia regarding the concept of a “large-scale holder.” The report addresses interesting questions such as:

• Geographical scope of the property count: For the purposes of applying the higher tax rate for large property holdings, only properties located in Catalonia will be taken into account.
• Inclusion of rural properties: If the properties are located in areas with a tight housing market, only urban residential properties will be included; in all other cases, all properties (both urban and rural) will be taken into account.
• Calculation of undivided shares: If the taxpayer owns one or more urban residential properties with an ownership percentage other than 100%, located within the same high-demand residential market zone, they will be considered a major owner if the sum of these ownership percentages results in 500% ownership (equivalent in ownership percentage to full ownership of five urban residential properties). All properties must be located within the same designated tight residential market area.
• Calculation of floor area and non-residential elements: When determining the total floor area exceeding 1,500 m², only the square meters designated for residential use should be included, excluding those related to common areas (such as garages, storage rooms, commercial spaces, or warehouses integrated into the property).
• Discrepancies or lack of registered records regarding floor area: If the floor area is not recorded in the property registry, the figure recorded in the Cadastral Registry will be used; failing that, the figure resulting from a technical survey of the dwelling will be used.

Attached (HERE) is a link to the video training session conducted by the Notarial Association of Catalonia, in which the Notary of Malgrat de Mar, Mr. Pedro Rincón de Gregorio, gives an interesting presentation on the importance of data in the future of the notarial profession, with special reference to the single index and parameterized powers of attorney.

Of particular interest are the observations made regarding the need to modernize our system of power of attorney, with specific reference to the possibility of standardizing and defining the scope of powers granted in notarial deeds, in order to facilitate their validation or certification by third parties, such as court officials or financial institutions.

Attached (HERE) is a link to an interesting Resolution from the General Directorate of Law, Legal Entities and Appropriate Conflict Management (Resolution JUS/4983/2025, dated December 18, published in the DOGC on April 15, 2026) addressing a case concerning a notarized deed amending the bylaws of a homeowners’ association, pursuant to which the exclusive use of certain parking spaces is assigned to specific private residences in the building.

This specific case involves a homeowners’ association that seeks to assign the exclusive use of certain parking spaces to specific units. To this end, a homeowners’ meeting was held with a quorum of 71.25%, and the resolution was adopted unanimously by those present. Furthermore, as evidenced by the certification of the resolution, none of the absent residents expressed opposition or filed an objection within the one-month statutory period provided by the Catalan Civil Code. The resolution is notarized and submitted for registration in the Property Registry, but the deed is rejected because, in the Registrar’s opinion, the decision was not adopted with a sufficient quorum, as the attendance and favorable vote of one of the residents directly affected by the measure were lacking.

Once the corresponding appeal has been filed, the Catalan General Directorate revokes the assessment notice, reminding us that, for this type of agreement (exclusive assignment of previously common elements), a unanimous agreement among the co-owners is required (Art. 553-43 CCCat), which may be reached in accordance with Art. 553-26.3 CCCat, when the agreement has been approved by all owners participating in the meeting, and within one month of notification of the agreement, no other owner has objected. This is an interesting case to note that the unanimity required for the adoption of agreements at a homeowners’ meeting can be achieved through “various means.”

Attached (HERE) is a link to a LinkedIn post from a prestigious law firm, which presents an illustrative real-life case—including the court ruling—that allows us to review and examine the interesting provisions of the Catalan Civil Code regarding earnest money.

Specifically, Article 621-49 of the Civil Code of Catalonia provides that if the sales contract provides for the financing of all or part of the purchase price by a credit institution, the buyer, unless otherwise agreed, may withdraw from the contract if he or she provides documentary evidence, within the agreed timeframe, the refusal of the designated institution to grant the financing or to accept the buyer’s subrogation into the mortgage encumbering the property, unless the refusal results from the buyer’s negligence. The buyer’s withdrawal obligates the seller to refund any purchase price that may have been paid and, if applicable, the penalty deposit, and obligates the buyer to leave the seller in the same position the seller would have been in had the contract not been concluded, without prejudice to the provisions of mortgage law.

In this specific case, the parties signed a deposit agreement, under which €68,500 was paid. Ultimately, the prospective buyer was unable to secure the necessary bank financing, a fact he promptly communicated to the seller in order to recover this amount, but received a refusal in response. Faced with this situation, the frustrated buyer takes the case to court, wins the lawsuit, and thus has his right to recover that substantial sum of money, plus interest and litigation costs, recognized. This regulation must be carefully considered when formalizing “deposit agreements” (or preliminary property reservation agreements, etc.) within the framework of a real estate sale.

Attached (HERE) is a link to the Resolution of October 22, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of February 23, 2026), regarding the appeal filed against the refusal of the El Campello Property Registrar to register a deed of sale.

The case under review addresses the classic situation that arises at a notary’s office, where the selling party (a corporation) is typically represented by another business entity (an administrative agency authorized through a sub-power of attorney), which, in turn, is represented by one of its authorized employees. In such cases, the General Directorate determines that it is mandatory to present to the notary both the deed of sub-power of attorney from the selling company to the agency and the deed of power of attorney from the agency to its representative employee, as only by virtue of these documents may the authorized representative validly act on behalf of and in the name of the seller. Likewise, the General Directorate notes that, thanks to the implementation of the electronic certified copy, the presentation of these powers of attorney and the verification of their validity has been greatly facilitated in notarial practice.

This should be taken into account in the day-to-day processing of all types of real estate transactions, as well as in ensuring that they are accurately reflected in the relevant property deeds.

Attached (HERE) is a link to Supreme Court Ruling No. 288/2026, dated February 26, which analyzes a case involving the division and forced sale of a property owned by multiple individuals.

In the case at hand, one person is a co-owner of a certain percentage of a property by virtue of a gift, while the remaining portion of the property belongs to another person who has died, and whose heirs have not yet accepted the inheritance. This co-owner, no longer wishing to remain in this joint ownership arrangement, files a lawsuit for partition of the jointly owned property against the undistributed estate, requesting the forced sale of the property under Article 400 of the Civil Code, which establishes that no co-owner is obligated to remain in a community of property, empowering any owner to request the partition of the jointly owned property at any time. The case eventually reaches the Supreme Court, which rules that, although the other co-owner is an undistributed estate (i.e., pending acceptance by the heirs), this is no impediment to requesting the division of the common property (“the undistributed estate is recognized as having legal capacity to sue and be sued (Art. 6.1.4 LEC) and shall appear in court through those who, in accordance with the law, administer it, pursuant to Art. 7.5 LEC”).

This is an interesting case that serves as a reminder to anyone who, as a co-owner of a property (for example, as a result of an inheritance shared among several siblings), does not wish to remain in that joint ownership arrangement: the law grants them the right to terminate this arrangement, and they may even force the sale of the property.

Attached (HERE) is a link to the Resolution of December 2, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of March 12, 2026), regarding the appeal filed against the assessment notice issued by the Commercial Registrar of Valencia, rejecting the request for a preventive annotation regarding the supplementary notice of a General Meeting of a public limited company (SA).

The case involves a minority shareholder (holding more than 5% of the capital of a corporation) who learns through the Official Gazette of the Mercantile Registry (BORME) of the call for a general shareholders’ meeting of said corporation, issued through the Mercantile Registrar, because the director’s term has expired (pursuant to Article 171 of the Capital Companies Act). In light of this, the minority shareholder seeks to include an addendum to the notice of meeting to discuss, in addition to the appointment of a new director, the dissolution of the company and the appointment of a liquidator. To formalize this addendum to the notice, the minority shareholder requests a notarial deed, pursuant to which the company itself and the Chairperson of the Meeting designated by the Commercial Registrar for this purpose are summoned. Furthermore, the minority shareholder subsequently files a request with the Commercial Registry, pursuant to Article 104 of the Commercial Registry Regulations, to have a preliminary annotation made regarding the publication of an addendum to the notice of a General Meeting. Upon submission of this request, the Registrar denies the preventive annotation, essentially arguing that the request was improperly made by the minority shareholder (since it was addressed to the company and to the Chairperson of the General Meeting appointed by the Commercial Registrar, even though she is neither the convener of the meeting nor has the authority to supplement the notice of meeting).

After the corresponding appeal was filed, the General Directorate upheld the decision, ruling that in such cases—where the meeting is called by the Commercial Registrar due to a vacancy in the position of director—if a minority shareholder wishes to file a supplementary notice of meeting, they must contact the Commercial Registrar who issued the original notice, so that the Registrar may make the appropriate decision in accordance with the law.

Attached (HERE) is a link to the video training session provided by the Notarial Association of Catalonia, in which Ms. Cristina Requena Torrecillas, a notary from Barcelona, leads a training session on the tokenization of negotiable securities.

Specifically, the session focuses on analyzing the reform of the Securities Market Act and the Capital Companies Act, addressing the practical and corporate implications of the digitization of financial instruments. This is important to note, as the tokenization of assets (that is, the digital representation of assets such as shares of a corporation via a blockchain network) is already a reality in Spanish commercial law, and it should be noted that, for example, commercial companies whose shares are created directly as tokens on the blockchain are already being authorized and registered.

For your review and detailed study, as this is a practice that will undoubtedly become widespread in most notary offices across the country very soon.

Attached (HERE) is a link to Binding Ruling V2530-25, dated December 18, in which the Directorate General of Taxes resolves a query regarding whether or not the exemption for the transfer of a primary residence, without reinvestment, can be applied to a non-resident over the age of 65.

The case concerns an individual over the age of 65 who owns his primary residence in Spain, where he has lived continuously for more than seven years. Due to his advanced age, he is considering moving his primary residence to his country of origin (France) and selling the home he has occupied in Spain. Upon such sale, it is foreseeable that the individual will realize a gain (due to the difference between the sale price and the purchase price), and does not intend to reinvest the proceeds from this sale in the purchase of a new primary residence. He adds that, due to his change of residence, he will likely cease to be a tax resident in Spain. In this case, after analyzing the facts presented and the applicable regulations, the DGT rules that the exemption for the sale of a primary residence by individuals over 65 does not apply to non-residents. Specifically, the Administration concludes that, since the taxpayer is a non-resident at the time of the transfer, the capital gain is subject to Non-Resident Income Tax (IRNR) and that the exemption provided for in the Personal Income Tax (IRPF) for persons over 65 does not apply in this context. Likewise, the reinvestment exemption provided for in the TRLIRNR does not apply either, given that the taxpayer states that she will not use the proceeds to purchase a new primary residence.

This is something to keep in mind when providing tax advice to our clients regarding these types of transactions, which are likely to occur in practice.

Attached (HERE) is a link to the online video training session conducted by the Notariado Foundation, which on this occasion analyzes the Essential Resolutions of 2025 issued by the General Directorate of Legal Security and Public Trust.

The session is led by Mr. José Castaño Casanova, a notary from Málaga, and Mr. José Castaño López, a notary from L’Hospitalet de Llobregat. The training session analyzes various rulings of great interest issued over the past year, such as, among others, those relating to changes in the use of real estate, the notary’s protective role in purchase options with possible concealment of a forfeit clause, the admissibility of sales with a price to be determined in the future, identification of the means of payment in a transfer in lieu of payment arising from a prior loan, the termination of co-ownership as a title for registration, or the legal nature of short-term rental licenses, among others. Attached (HERE) is a PowerPoint presentation of the session summarizing the most relevant aspects of these rulings.

For review, study, and practical application in similar transactions conducted at the notary’s office.

Attached (HERE) is a link to the highly relevant Supreme Court Ruling No. 423/2026, dated February 4, which analyzes the lack of transparency in the subrogation of a developer mortgage loan when the borrower is not properly informed of the interest rate terms of the loan being subrogated.

Specifically, the Supreme Court has ruled that in the case of subrogation of developer mortgages, if the bank did not provide the original deed or disclose the terms and conditions (particularly regarding IRPH), the interest clause is void due to a lack of transparency. This allows the mortgage to be interest-free and enables the recovery of interest already paid. Thus, the Supreme Court has ruled that it is not sufficient for the buyer to declare that they “know and accept” the developer’s loan; rather, the bank must also prove that it provided the pre-contractual documentation and the original deed. If this does not occur, and the interest rate clause is declared void due to lack of transparency, the mortgage becomes interest-free (i.e., at 0%) and the bank is required to refund all interest collected, plus statutory interest.

This should be taken into careful consideration by lenders when entering into such transactions, as well as by borrowers who, where applicable, have entered into a subrogation agreement under these terms.

Attached (HERE) is a link to Supreme Court Ruling No. 609/2026, dated February 17, which analyzes a case in which a son, abusing a general power of attorney granted to him by his father long ago, abusively and fraudulently “drained” his father’s estate in favor of the children (including himself).

In the case at hand, the son used a general power of attorney—or “broadest possible” power of attorney—granted to him by his father (a 90-year-old widower) to, without his father’s knowledge or authorization, “bequeath to himself”—along with his siblings—his father’s entire real estate estate (which totaled approximately 2 million euros). This action was triggered when the children learned of their father’s intention to remarry another woman, given the potential impact this could have on their inheritance expectations. Once the father learned of these facts, he filed a lawsuit seeking the annulment of the donations, which was not granted at first instance, as the competent court considered that the son-agent had acted within the scope of the power of attorney and in the best interests of the father-principal, to protect his million-euro estate. However, on appeal, the Provincial Court of Appeal overturned the ruling, finding that in this case, the son’s actions were not intended to protect the father’s estate, but simply to safeguard his own inheritance expectations, thereby exceeding the scope of the power of attorney granted. The Supreme Court upheld this ruling, holding that the agent (the son) cannot rely on the formal limits of the power of attorney to act for his own benefit or that of third parties, without the principal’s consent and to the principal’s detriment, as acting in this manner constitutes an abuse of the power granted (Articles 1718 and 1719 of the Civil Code).

This is something to keep in mind in parent-child relationships where such general powers are granted, as misuse of these powers can ultimately lead to serious financial and legal problems for the parties involved.

Attached (HERE) is a link to the Resolution of October 23, 2025, issued by the Directorate General for Legal Security and Public Trust (Official State Gazette of February 23, 2026), regarding the appeal filed against the assessment notice issued by the Madrid Commercial Registrar to register a deed of incorporation.

The case stems from a deed of incorporation for a limited liability company (SL), in which, among the various activities that constitute its corporate purpose, the following is included:“retail trade in medical supplies and wholesale trade in pharmaceutical products.” Likewise, the deed includes a request for generic partial registration under Article 63 of the Commercial Registry Regulations. Upon submission for registration, the deed was rejected, as the Registrar correctly determined that this economic activity is limited to pharmacies or hospital pharmacy services, in accordance with the relevant sectoral regulations.

The case is ultimately referred to the General Directorate, which rules that, in such cases (where one of the various corporate purposes selected is not registrable), it is up to the interested parties to decide “whether to proceed with registration without those activities or to correct the defect, without the automatic application of Article 63.2 of the Commercial Registry Regulations being applicable, even if provided for in the deed.” Consequently, in these cases, an individualized request for partial registration will be necessary that expressly and specifically refers to the corporate purpose, whether in the same document or in a subsequent correction of the deed.

Attached (HERE) is a link to Royal Decree-Law 7/2026, of March 20, approving the Comprehensive Plan for Responding to the Crisis in the Middle East, pursuant to which an amendment to the Horizontal Property Act is enacted, specifically regarding the majority requirements necessary to agree on the installation of common infrastructure for access to telecommunications services or the adaptation of existing ones, as well as the installation of common or private systems for the use of renewable energy, including aerothermal and geothermal energy, or the infrastructure necessary to access new collective energy supplies.

Specifically, Article 17.3 of the LPH is amended so that, from now on, “the installation of common infrastructure for access to telecommunications services as regulated by Royal Decree-Law 1/1998 of February 27 on common infrastructure in buildings for access to telecommunications services, or the adaptation of existing infrastructure, as well as the installation of common or private systems for the use of renewable energy, including aerothermal and geothermal energy, or of the infrastructure necessary to access new collective energy supplies, may be agreed upon, at the request of any owner, by one-third of the members of the community who, in turn, represent one-third of the participation fees.”

As we can see, a significant change is being introduced to the majority requirements for approving this type of construction work or renovation; from now on, the proposal will be approved if just one-third of the residents vote in favor of it. This is something that all professionals in the sector and property owners subject to condominium regulations should take into account.

Link attached (HERE) to Virtual Tax Flash No. 22 from the Notarial Association of Catalonia, in which notary Elena Cantos analyzes Informative Consultation 443/25 from the Tax Agency of Catalonia on the applicable tax rate when two individuals acquire an entire residential building in Catalonia as undivided co-owners.

The Administration concludes that the 20% rate provided for the transfer of an entire building only applies when it is acquired by a single natural or legal person. If two persons purchase it jointly, that rate does not apply, unless one of them is a large holder.

Attached (HERE) is a link to the Supreme Court ruling, Chamber III for Contentious Matters, number 321/2026, dated February 5, which establishes a very important jurisprudential interpretation regarding the cost of the Property Registry for Public Administrations.

In this ruling, the High Court confirms the effectiveness of the Tenth Additional Provision of Law 14/2013, by virtue of which any registration operation, including formal publicity, shall be exempt from the payment of fees when the party ultimately responsible for paying them, in accordance with the fee regulations, is one of the following public administrations (central administration, which includes the State and central administration bodies; autonomous communities; local corporations; social security administrations).

To date, there had been heated debate over whether or not this provision was in force and therefore applicable, which has now been resolved by the Supreme Court in the affirmative. This is expected to have a major impact on the tariff management of all registrations made on behalf of public administrations.

In the Catalan case, as stated in the ruling itself, there may be further legal doubts in this regard, with an express ruling by the Supreme Court still pending.

Attached (HERE) is a link to the Resolution of October 1, 2025, of the Directorate General for Legal Security and Public Trust (BOE of January 14, 2026), in the appeal lodged against the Registrar's decision to suspend the assignment of two Single Short-Term Rental Registration numbers because the properties in question are registered in the name of a person other than the one listed as the owner in the regional administrative register that grants the tourism license.

In this specific case, an NRUA assignment is requested in a situation where the property is registered in the name of a person other than the owner listed in the Administrative Registry. Given the circumstances, the Registrar denies the assignment, considering that in order for the NRUA to be granted, it is essential that the license be granted in favor of the current registered owner of the property and that it be registered in their name in the corresponding Tourist Registry.

Once the corresponding appeal has been lodged, the Directorate General revokes the rating note, considering that the regional authorization is real in nature, that is, it is linked to the property in question and not to the person to whom it was initially granted, meaning that the NRUA can be granted without further obstacles. This should be taken into account by real estate investors who may find themselves in this situation.

On February 17, the government approved the draft bill for the Organic Law on Public Integrity (HERE ), which, if finally approved by the legislature, will represent a real revolution in the field of ownership of shares in limited liability companies (SLs). Thus, as can be inferred from the wording of the future regulation:

• Limited liability companies must keepan electronicregister of shareholders, which must be communicated to the Commercial Registry corresponding to the registered office.
• This book shall record: a) The original ownership and successive transfers, whether voluntary or compulsory, of the shares. b) The creation of rights in rem or encumbrances, including non-possessory pledges. c) The identification of the natural person or persons who are the beneficial owners, in accordance with current regulations on the prevention of money laundering.
• The transfer inter vivos or mortis causa, or the encumbrance of shares, shall be recorded in the company's register of membersby means of a private electronic document with standardized content and format approved by the Directorate General for Legal Security and Public Trust, authorized by means of qualified electronic signatures of the transferor and acquirer. This private document with qualified electronic signatures must include the dispatch note of the registration or annotation made in the special section of the Commercial Registry.
• All inter vivos, mortis causa, or compulsory transfers must be recorded in the special section of the Commercial Registry, and the registration shall be constitutive. Until registration, the acquirer or holder of the encumbrance may not exercise rights against the company or third parties.
• Membership status may only be recognized for those who are listed as registered owners in the special section of the Commercial Registry.
• The payment of dividends, refund of contributions, or any other asset allocation shall only have a discharging effect if made in favor of the registered owner.

As can be seen, it will be necessary to pay close attention to the parliamentary process for this proposal, because if it goes ahead, this new regime will represent a real revolution in the field of ownership of shares in a limited liability company, since their transfer will be carried out by means of a private document with an electronic signature (with the loss of legal certainty that this may entail compared to the current system of public deeds), and their registration in the Commercial Register will be mandatory.

Attached (HERE) is a link to the Resolution of September 23, 2025, of the Directorate General of Legal Security and Public Trust (BOE of January 13, 2026), in the appeal lodged against the assessment note of the Property Registrar number 14 suspending the registration of a deed of change of use and declaration of new construction due to age, authorized by the Notary of Barcelona, Ms. María de Zulueta.

The case stems from a deed of change from commercial premises to residential property, which is based mainly on a certificate of occupancy and an architect's certificate attesting to residential use since 1994.

The Registrar and the substitute give a negative assessment, since in Catalonia, in accordance with Articles 187 and 218 of the Land Law, as well as on the basis of Article 30 of the Regulations for the Protection of Urban Legality, a license is required for the change of use to residential.After the Notary filed the corresponding appeal, the Directorate General dismissed it, confirming the qualification note, in the sense that since Catalan regulations do require a license, it is not possible to register the change of use "by prescription" without providing the corresponding administrative authorization that allows it.

Link attached (HERE) to Virtual Tax Flash No. 21 from the Notarial Association of Catalonia, in which notary Manuel Sarobe Oyarzun analyzes the Supreme Court's doctrine on unjustified increases in wealth regulated by Article 39 of the Personal Income Tax Law.

Cases of donations and loans between family members are analyzed, warning that transfers that are not properly justified may be classified as unjustified capital gains and taxed at the marginal rate on the general income tax base.

The session highlights the importance of documenting all transactions and warns in particular about loans that conceal donations, which are very common in practice, even though they can lead to unpleasant surprises for taxpayers in the long term.

Attached (HERE) is a link to a very interesting online training video session, given as part of the training activities of the Notarial Foundation, in which notaries Micaela Pontones del Amo (Notary of Tembleque, Toledo) and Marcos Serrano Yáñez-Mingot (Notary of Horcajo de Santiago, Cuenca) address the interesting topic of changes in the configuration of cadastral parcels processed by the Notary's Office.

To do so, they use the attached presentation (HERE), which takes a highly practical approach to addressing the characteristics of this procedure (applicable to cases of rectification, plot division, segregation, aggregation, and grouping or reparcelling), the aspects to be taken into account when preparing the deed, the post-signing procedures to be carried out, the requirements of the Graphic Validation Report, and specific reference to specific practical cases.

A very interesting training session to keep up to date with how notaries, from our offices, can help citizens update the cadastral records of their properties and real estate to reflect the physical reality.

Attached (HERE) is a link to Supreme Court Ruling No. 369/2026, dated February 9, in which Chamber III of the High Court's Contentious Division once again rules on a case that is very common in practice and which it is very important for taxpayers to be aware of.

The specific case involves the sale of a property, for which mortgage financing is required, where the particularity is that the purchase price is lower than the appraisal value given by the official mortgage appraisal (a very common circumstance in practice).

The interested party pays tax on the transaction using the purchase price as the taxable base for the transfer tax, in response to which the Tax Administration initiates a value verification procedure, in which, based on Article 57.1 of the General Tax Law, the value assigned for the mortgage appraisal of the property is taken as the basis, in compliance with the provisions of mortgage legislation.After the corresponding appeal was filed, the Supreme Court, in the final instance, once again ruled in favor of the Treasury in this case, considering that this procedure is valid and in accordance with the law, especially in cases where the difference in values is "significant."

This is something to bear in mind when purchasing a property with a mortgage loan, as in practice this situation is very common and frankly unknown to many citizens, which can lead to a lot of disappointment in the future if it is not known in advance and managed properly, especially in cases where the differences are "significant."

Attached (HERE) is a link to the Resolution of September 23, 2025, of the Directorate General for Legal Security and Public Trust (BOE of January 14, 2026), in the appeal filed against the rating note issued by the Central Commercial Registrar III (hereinafter RMC), denying a certain name reservation.

The case stems from a situation in which a company requests the RMC to reserve a series of company names in the following order: "Grupo Getura, SL," "Grupo Empresarial Getura, SL," "Getura Corporación, SL," "Getura Enterprise, SL," and "Getura Ecomerce y Asesoramiento, SL." The RMC issues a certificate confirming that the second of the requested names ("Grupo Empresarial Getura") is not registered, without expressly ruling on the first option requested.

Faced with this situation, the interested party appeals the refusal, which the Registrar of Companies opposes, arguing that there is no negative rating as such. In response to this argument, the DG acknowledges that, in fact, in these cases, there is in fact an implicit negative rating (that is, if a certificate is issued stating that the second or subsequent names are not registered, this implies that the names appearing first are obviously denied), so that, in such a situation, it is obvious that this negative rating can be appealed in the same terms as any other refusal of an entry.

To be taken into account by anyone interested in setting up an SL or SA who finds themselves in this situation.

Attached (HERE) is a link to the Resolution of the Directorate General for Legal Security and Public Trust of September 4, 2025 (BOE of December 5, 2025), which resolves the appeal filed against the refusal of the Property Registrar No. 4 of Barcelona to register a deed of payment in kind.

The case involves a company that acknowledges having a debt with another company, specifying that the cause of the debt is various loans received previously. A list of the amounts and dates of the loans is included in the deed, but without justifying the means of payment for said loans. In payment of the acknowledged debt, the debtor company awards the creditor ownership of two properties, which it now intends to register in the Property Registry.

Upon registration, the Registrar rejects the document, requiring identification of the means of payment used in the original loan agreement (arts. 24 LN, 254.4 LH, and 177 RN), arguing that, since the loan is the cause of the debt that is now extinguished by the transfer in lieu of payment, the actual transfer of the money must be proven in order to avoid fictitious acknowledgments that evade money laundering controls.

After the corresponding appeal was filed, the General Directorate dismissed the appeal and upheld the assessment notice, confirming that, in this type of business, it is necessary to prove the means of payment in order to prevent the establishment of fictitious legal transactions that mask other legal relationships between the parties or are likely to give rise to illegal conduct in the area of money laundering.